3DVIA / DS FREE PLAYER
End User License Agreement (EULA)
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND DASSAULT SYSTÈMES. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE DS FREE PLAYER. THIS AGREEMENT PROVIDES A LICENSE TO USE THE DS FREE PLAYER. BY INSTALLING AND USING THE DS FREE PLAYER, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE DS FREE PLAYER AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT AS WELL AS THE SPECIFIC TERMS THAT MAY BE INSERTED ON THIS WEBSITE AND RELATED TO THE RELEVANT PLAYER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE DS FREE PLAYER. THIS AGREEMENT SHALL APPLY ONLY TO THE DS FREE PLAYER SUPPLIED BY DASSAULT SYSTÈMES HEREWITH.
“Designated Location” shall mean the address of each End User facility where End User Equipment is located.
"End User" shall mean You.
“End User Equipment” shall mean, collectively, any End User Devices.
“Licensed DS Free Player” shall mean all Dassault Systèmes proprietary DS Free Player products supplied with this Agreement together with related Specific Terms.
“Specific Terms” shall mean the description of the functions performed by the Licensed DS Free Player, the user guides, and/or system operation guides relating to the Licensed DS Free Player, which may be inserted on 3DVIA.com website.
2 LICENSED RIGHTS
2.1 License Grant. Subject to the terms and conditions set forth herein, Dassault Systèmes hereby grants to End User free of charge for the duration of the intellectual property rights protection granted by law, and End User hereby accepts, a non-exclusive, non-transferable license to use the Licensed DS Free Player, in object code form only, for End User’s own internal use.
2.2 License Restrictions. Except as otherwise expressly set forth herein, End User may not reverse engineer, reverse assemble, decompile, unlock, or otherwise attempt to derive the source code from the Licensed DS Free Player, nor shall End User distribute, sell, lease, sublicense, copy or modify the Licensed DS Free Player. Notwithstanding the preceding sentence, End User: - shall be permitted to make one (1) back-up copy of the Licensed DS Free Player so long as End User (i) includes in and on this back-up copy all notices of copyright and proprietary rights appearing in and on the Licensed DS Free Player, (ii) establishes and executes a procedure for safely storing this back-up copy at all times, and (iii) erases or destroys such copy when it is no longer needed or upon termination of this Agreement, whichever occurs first.
- shall ask Dassault Systèmes for a license to use standard interfaces exclusively for End User’s internal use to achieve interoperability with other software products.
3.1 Licensed DS Free Player. all rights, title and interest in and to the Licensed DS Free Player shall be owned by Dassault Systèmes. The Licensed DS Free Player is copyrighted and is protected by copyright laws and End User agrees not to remove any copyright notices from the Licensed DS Free Player. The Licensed DS Free Player is licensed, not sold, to End User, and these DS Free Player License Terms and Conditions do not grant any ownership or other rights to the Licensed DS Free Player. Dassault Systèmes reserves all rights not expressly and unambiguously granted to End User. End User understands that the Licensed DS Free Player contains confidential information of Dassault Systèmes, including valuable trade secrets of Dassault Systèmes, and End User agrees to maintain the confidentiality of such information and to prohibit any unauthorized use or disclosure.
3.2 Unauthorized Use. End User agrees to notify Dassault Systèmes immediately of the unauthorized possession, use, or knowledge of any item sup¬plied by Dassault Systèmes under this Agreement and of other information made available to End User under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. End User will promptly furnish full details of such possession, use or knowledge to Dassault Systèmes, will assist in preventing the recurrence of such possession, use or knowledge, and will reasonably cooperate with Dassault Systèmes at Dassault Systèmes's expense in any litigation against third parties deemed necessary by Dassault Systèmes to protect its proprietary rights. End User’s compliance with this Section shall not be construed in any way as a waiver of any right by Dassault Systèmes to recover damages or obtain other relief against End User for any act or omission which may have resulted in the unauthorized possession, use or disclosure.
3.3 Third Party terms. DS Free Player may contain third party software components or software products to which certain specific terms for Third Party Software apply. The current Specific Terms for Third Party Software may be found at www.3ds.com/ThirdPartyTerms. End User warrants that it has full knowledge of such specific terms for Third Party Software, and agrees to be bound by and to comply with such terms. Whenever an attribution notice is required by the original licensor of an Open source software or component embedded in the DS Free Player, such open source software is identified in the Specific Terms.
4 WARRANTY DISCLAIMER
END USER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED. END USER ACKNOWLEDGES AND AGREES THAT IN NO EVENT DOES ANY THIRD PARTY PROVIDER OF ANY SOFTWARE OR COMPONENT EMBEDDED IN THE LICENSED DS FREE PLAYER MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE LICENSED DS FREE PLAYER, INCLUDING WITHOUT LIMITATIONS ANY IMPLIED WARRANTIES OF TITLE. END USER EXPRESSLY ACKNOWLEDGES THAT DASSAULT SYSTÈMES DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED DS FREE PLAYER WILL BE WITHOUT INTERRUPTION OR ERROR-FREE.
5 TERM AND TERMINATION
5.1 Termination for Cause. This Agreement and the licensed rights granted hereunder may be terminated by Dassault Systèmes in the event that the End User is in material breach of any provision of this Agreement (a) immediately upon receipt of written notice thereof if the breach is incapable of cure, or (b) upon the expiration of thirty (30) days (or any longer cure period authorized by the non-breaching party with respect to any individual breach) after receipt of written notice thereof if the breach is capable of cure and has not then been cured. Upon termination of this Agreement, End User shall immediately cease use of the Licensed DS Free Player, including all copies of either of them prepared by or for End User. Within thirty (30) days after the effec¬tive date of termination, End User shall certify in writing that all intangible copies of the Licensed DS Free Player have been purged from End User Equipment. 5.2 Survival. The respective rights and obligations of the parties under Sections 2.2, 3, 4, 6 and 7 shall survive the termination of this Agreement.
6 EXCLUSION OF LIABILITYIN NO EVENT SHALL DASSAULT SYTEMES BE LIABLE FOR LOSS OF PROFITS OR OTHER INDIRECT DAMAGES INCURRED BY THE END USER THAT IN ANY WAY RELATE TO THIS AGREEMENT.
IN NO EVENT SHALL DASSAULT SYSTÈMES BE LIABLE FOR ANY DIRECT DAMAGES INCURRED BY END USER AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
7 GENERAL TERMS
7.1 Modification. This Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of End User and of Dassault Systèmes.
7.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
7.3 Relationship of Parties. Dassault Systèmes and End User will be and shall act as independent contractors, and neither party is authorized to act as an agent or partner of, or joint venturer with, the other party for any purpose. Neither party shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
7.4 Notices. All notices shall be in writing and shall be deemed to be delivered when deposited in the French registered mails, postage prepaid, return receipt requested.
7.5 Disputes and Governing Law. This Agreement shall be governed and construed in accordance with the laws of France.(a) The Commercial Court of Paris (“Tribunal de Commerce de Paris”) shall have exclusive jurisdiction to hear any dispute arising out of or in connection with the interpretation and/or performance of this Agreement, however, the Parties acknowledge and agree that in the event that the subject matter of any such dispute is Intellectual Property, Dassault Systèmes shall have the right to bring any such dispute before the French Civil Court having jurisdiction pursuant to the French Code of Civil Procedure ("Nouveau Code de Procédure Civile"). (b) End User acknowledges and agrees that the paragraph immediately above shall not prevent, restrict or otherwise limit in any manner, Dassault Système's rights to seek equitable remedies, including injunctive relief before any competent court in any jurisdiction.
7.6 Force Majeure. Neither Party hereto shall be liable for any default in the performance of its obligations under this Agreement resulting from (i) a case of force majeure as defined by French law and construed by French courts and (ii) the following causes: strikes (whether previously announced or not), war (declared or not), riots, governmental action, acts of terrorism, acts of God (fire, flood, earthquake, etc)
7.7 Non-Waivers. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default.
7.8 Export Control. End User shall not export or re-export, either directly or indirectly, Licensed DS Player when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. End User hereby certifies to Dassault Systèmes that the Licensed DS Player ordered hereunder will not be used in any nuclear, chemical, biological, weapons or missile delivery systems and will not be diverted to any country, company or individual that is prohibited by the applicable export laws of any country.